SURGE GLOBAL ENERGY (CANADA), LTD. SURGE GLOBAL ENERGY, INC.
Exhibit
10.12
SURGE
GLOBAL ENERGY (CANADA), LTD.
SURGE
GLOBAL ENERGY, INC.
March
10,
2005
Deep
Well
Oil & Gas, Inc.
Northern
Alberta Oil Ltd.
|
Re:
|
Farmout
Agreement dated February 25, 2005 between Deep Well Oil & Gas, Inc.
and Northern Alberta Oil Ltd., as Farmor, and Surge Global Energy
(Canada), Ltd. and Surge Global Energy, Inc., as Farmee (“Farmout
Agreement”)
|
Further
to Article 7 of the Farmout Agreement, upon each occurrence of earning by Farmee
in Farmout Lands governed by an Existing JOA, Farmee is to be made a party
to
the applicable Existing JOA for a 40% participating interest in respect of
the
earned Farmout Lands. As it is the intention of the parties that Surge Global
Energy (Canada), Ltd. (“Surge
Canada”) is
to be
the designated Operator for all of the Farmout Lands in which the Farmee earns
an interest pursuant to the Farmout Agreement, the parties have agreed to enter
into this letter agreement in order to establish a procedure for Surge Canada
to
be appointed as the Operator under the Existing XXXx in respect of all Farmout
Lands in which the Farmee earns an interest pursuant to the Farmout
Agreement.
In
order
to induce Farmee to drill Option Xxxxx under the Farmout Agreement and to
continue assisting Farmor with its efforts to obtain financing and in
consideration of $10.00 paid by Farmee to Farmor and other good and valuable
consideration (the receipt and adequacy of which is hereby irrevocably
acknowledged by Farmor), the Farmor agrees that each time the Farmee becomes
a
party to an Existing JOA, the party comprising Farmor that is the Operator
under
that Existing JOA shall promptly resign as Operator thereunder and, thereafter,
fully support the appointment of Surge Canada as the replacement Operator
(including by voting in favour of Surge Canada as the replacement
Operator).
Capitalized
terms used but not defined in this letter agreement shall have the meanings
given to those terms in the Farmout Agreement.
If
the
foregoing accurately reflects our agreement on the foregoing matters, kindly
execute and return a copy of this letter agreement to Surge Canada for its
records.
Yours
truly,
|
SURGE
GLOBAL ENERGY (CANADA), LTD.
|
||
|
SURGE
GLOBAL ENERGY, INC.
|
||
|
Per:
|
/s/
Xxxx Xxxxx
|
|
|
All
of the foregoing is acknowledged, confirmed and agreed to this
10th
day of March, 2005
|
||
|
DEEP
WELL OIL & GAS, INC.
|
||
|
Per:
|
/s/
Xxxxxx Xxxxx
|
|
|
NORTHERN
ALBERTA OIL LTD.
|
||
|
Per:
|
/s/
Xxxxxx Xxxxxxx
|
|
SURGE
GLOBAL ENERGY (CANADA), LTD.
SURGE
GLOBAL ENERGY, INC.
March
10,
2005
Deep
Well
Oil & Gas, Inc.
Northern
Alberta Oil Ltd.
|
Re:
|
Farmout
Agreement dated February 25, 2005 between Deep Well Oil & Gas, Inc.
and Northern Alberta Oil Ltd., as Farmor, and Surge Global Energy
(Canada), Ltd. and Surge Global Energy, Inc., as Farmee (“Farmout
Agreement”)
|
At
the
time the Farmout Agreement was executed, Surge Global Energy, Inc. (“Surge
Inc.”) was added as a Farmee. However, the original intentions of the parties
was only to add Surge Inc. as a party to the Farmout Agreement for the purposes
of Article 14. As a result, the parties hereby agree and declare
that;
|
1.
|
Surge
Inc. is only a party to the Farmout Agreement for the purposes
of Article
14;
|
|
2.
|
Surge
Inc. has no rights or obligations under the Farmout Agreement except
for
those contained in Article 14; and
|
|
3.
|
without
limiting the generality of the foregoing, Surge Inc. has no right
or
obligation to participate in any well or to earn any interest in
the
Farmout Lands under the Farmout
Agreement.
|
This
letter agreement is effective as of February 25,2005.
Capitalized
terms used but not defined in this letter agreement shall have the meanings
given to those terms in the Farmout Agreement.
If
the
foregoing accurately reflects our agreement on the foregoing matters, kindly
execute and return a copy of this letter agreement to Surge Inc. for its
records.
Yours
truly,
|
SURGE
GLOBAL ENERGY (CANADA), LTD.
|
||
|
SURGE
GLOBAL ENERGY, INC.
|
||
|
Per:
|
/s/ Xxxx Xxxxx
|
|
|
All
of the foregoing is acknowledged, confirmed and agreed to this
10th
day of March, 2005
|
||
|
DEEP
WELL OIL & GAS, INC.
|
||
|
Per:
|
/s/ Xxxxxx Xxxxx
|
|
|
NORTHERN
ALBERTA OIL LTD.
|
||
|
Per:
|
/s/ Xxxxxx Xxxxxxx
|
|
